Press release

Orange intends to issue a new series of Euro-denominated hybrid notes and to launch a tender offer on some of its outstanding hybrid notes

Press release
Paris, 27 March 2024

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Orange intends to issue a new series of Euro-denominated hybrid notes and to launch a tender offer on some of its outstanding hybrid notes

Orange S.A. (the Company) is today announcing its intention to issue Euro denominated undated deeply subordinated fixed to reset rate notes with a first call date as of 15 December 2030 (the New Notes).

The pricing of the New Notes is expected to be announced later today. The New Notes are intended to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's / Fitch) and an equity content of 50%.

The Company is also launching a tender offer (the Tender Offer) to repurchase:

• its €1 billion Undated 6 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 15 April 2025 and admitted to trading on Euronext Paris (ISIN FR0013413887) (of which €1 billion is currently outstanding) (the NC 2025 Existing Notes); and
• its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1^st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which €1.25 billion is currently outstanding) (the NC 2026 Existing Notes and, together with the NC 2025 Existing Notes, the Existing Notes).,

up to a maximum acceptance amount which is expected to be equal to the amount of the New Notes and, with respect to each series of Existing Notes, up to a specific maximum acceptance amount, to be announced by the Company following the pricing of the New Notes.

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and to apply for priority in the allocation of the New Notes.

The Tender Offer will expire at 5:00 pm, Paris time, on 4 April 2024 and the results will be announced on 5 April 2024 (subject to change as a result of any extension, withdrawal, termination, re-opening or amendment of the Tender Offer).

Disclaimer
This announcement does not constitute an invitation to participate in the Tender Offer or the issuance of New Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.